Terms of Service
Effective Date: January 1, 2025
Last Updated: January 1, 2025
Agreement Formation and Acceptance
Binding Agreement. These Terms of Service ("Agreement") constitute a legally binding contract between you ("Customer," "you," or "your") and ComplAI Solutions, LLLP, a Tennessee Limited Liability Partnership ("Company," "we," "us," or "our"). By clicking "I Agree," "Accept," "Sign Up," or similar acceptance mechanisms, or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
Authority to Bind. You represent and warrant that: (i) you have the legal authority to enter into this Agreement on behalf of yourself and any entity you represent; (ii) if you are entering into this Agreement on behalf of an entity, you are duly authorized to bind such entity; and (iii) your execution and performance of this Agreement will not violate any other agreement or obligation to which you are bound.
Electronic Acceptance. This Agreement may be accepted electronically, including through clickwrap acceptance, electronic signature, or continued use of the Services. Electronic acceptance creates a binding contract equivalent to a written signature.
Order of Precedence. In the event of conflict between documents, the order of precedence is: (1) any executed Order Form or Statement of Work, (2) these Terms of Service, (3) the Privacy Policy, and (4) the Data Processing Agreement.
1. Services
1.1 Service Description. The Services consist of cloud-based configuration monitoring, compliance assessment, and security posture management across multiple platforms including cloud providers (AWS, Microsoft Azure, Google Cloud), identity management systems (Okta, Microsoft Entra ID, Google Cloud Identity), security platforms (CrowdStrike, Tenable, Palo Alto Networks, Cisco, Splunk, Wazuh), and endpoint deployment of the ComplAI Agent on Windows devices.
1.2 Third-Party Integrations. The Services integrate with your authorized third-party platforms to collect configuration, security, and compliance data. You must have appropriate licenses and permissions for all integrated platforms. We are not responsible for third-party platform availability, data accuracy, or changes to their APIs.
1.3 License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Term solely for your internal security monitoring and compliance purposes.
1.4 ComplAI Agent Deployment. You acknowledge that optimal Service functionality requires installation of ComplAI Agents on monitored Windows systems. You represent that you have all necessary rights and permissions to install ComplAI Agents on such systems and to collect configuration data therefrom.
2. Acceptable Use Policy
2.1 Prohibited Uses. You shall not, and shall not permit any third party to:
- Use the Services to monitor systems you do not own or have explicit written permission to monitor
- Attempt to circumvent technical limitations, security measures, or access restrictions
- Use the Services to collect personal data beyond configuration and security information
- Reverse engineer, decompile, disassemble, or attempt to derive source code from our Services
- Use the Services for competitive analysis, benchmarking, or to build competing products
- Violate any applicable laws, regulations, or third-party rights
- Interfere with the proper functioning of the Services or other customers' use
- Transmit any viruses, malware, or other malicious code
- Engage in any fraudulent, misleading, or deceptive practices
- Use the Services in any manner that could damage, disable, overburden, or impair our systems
- Attempt to gain unauthorized access to our systems, networks, or customer data
- Use the Services to send spam, unsolicited communications, or engage in harassment
- Violate any export control laws or sanctions regulations
2.2 Usage Limits and Fair Use. Your use of the Services is subject to the following limitations:
- API Rate Limits: Maximum of 1,000 API calls per minute per customer account
- Data Storage: Limited to configuration and security data necessary for monitoring services
- ComplAI Agent Deployment: Limited to systems you own or have authorization to monitor
- Concurrent Sessions: Limited based on your subscription tier
- Data Retention: Historical data limited to periods specified in your subscription plan
2.3 Monitoring and Enforcement. We reserve the right to monitor your use of the Services for compliance with this Agreement. We may investigate any suspected violations and take appropriate action, including suspension or termination of your account.
2.4 Suspension Rights. We may immediately suspend your access without prior notice if we reasonably believe your use: (i) poses a security threat to the Services or other customers; (ii) violates this Agreement; (iii) may harm other customers or third parties; (iv) violates applicable laws or regulations; or (v) results in chargebacks, payment disputes, or other financial risk to us.
2.5 Customer Responsibility. You are solely responsible for your use of the Services and any consequences thereof. You agree to indemnify us against any claims arising from your use of the Services in violation of this Agreement.
3. Data Rights and Processing
3.1 Customer Data Ownership. You retain all rights to your configuration data and system information ("Customer Data"). We claim no ownership rights in Customer Data.
3.2 Processing License. You grant us a limited license to process Customer Data solely to provide the Services, including:
- Analyzing configurations for security and compliance issues
- Generating reports and recommendations
- Providing aggregated benchmarking data (anonymized)
- Improving our detection algorithms and Services
3.3 Data Security. We will implement appropriate technical and organizational measures to protect Customer Data, as detailed in our Data Processing Agreement and Privacy Policy.
4. Fees and Payment
4.1 Subscription Fees. You agree to pay all fees according to your selected subscription plan as set forth in your Order Form or as posted on our website. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth herein or as required by applicable law.
4.2 Payment Terms. Payment is due within thirty (30) days of the invoice date unless otherwise specified in your Order Form. Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4.3 Auto-Renewal. Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date. We may increase fees with sixty (60) days' written notice.
4.4 Taxes. Each party is responsible for its own taxes arising from or relating to this Agreement. You are responsible for any sales, use, VAT, or other taxes or duties imposed on the Services.
4.5 Disputed Charges. Any disputed charges must be reported within sixty (60) days of the invoice date. Failure to dispute charges within this period constitutes acceptance of the charges.
4.6 Suspension for Non-Payment. We may suspend your access to the Services if payment is more than thirty (30) days overdue. Suspension does not relieve you of payment obligations. We may terminate this Agreement if payment is more than sixty (60) days overdue.
4.7 Collection Costs. You agree to pay all costs of collection, including reasonable attorneys' fees, court costs, and collection agency fees, incurred in collecting any overdue amounts.
4.8 No Refunds. Except as required by law, all payments are non-refundable. No refunds will be provided for partial months, downgraded services, or early termination.
4.9 Service Level Agreement. We commit to maintaining 99.9% Service availability, measured monthly excluding scheduled maintenance. Service credits for verified downtime are your sole remedy for availability failures:
- 99.0-99.8% availability: 10% monthly service credit
- 95.0-98.9% availability: 25% monthly service credit
- Below 95.0% availability: 50% monthly service credit
Service credits must be requested within thirty (30) days of the outage and will be applied to your next invoice. Service credits are your exclusive remedy for service availability issues.
5. Liability and Indemnification
5.1 Limitation of Liability. EXCEPT FOR (I) INDEMNIFICATION OBLIGATIONS, (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (III) INTELLECTUAL PROPERTY INFRINGEMENT, OR (IV) VIOLATIONS OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
5.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3 Customer Indemnification. You agree to defend, indemnify, and hold us harmless from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) your use of the Services in violation of this Agreement; (ii) your violation of applicable laws or regulations; (iii) your infringement of third-party intellectual property rights; (iv) your unauthorized monitoring of systems or networks; (v) your violation of third-party privacy rights; (vi) any content or data you provide to the Services; or (vii) your theft, misappropriation, or unauthorized use of our intellectual property.
5.4 Company Indemnification. We agree to defend, indemnify, and hold you harmless from and against any third-party claims that the Services, as provided by us and used in accordance with this Agreement, infringe any patent, copyright, or trademark of such third party, provided that you: (i) promptly notify us of the claim; (ii) grant us sole control of the defense and settlement; and (iii) provide reasonable cooperation in the defense.
5.5 Remedy for Infringement. If the Services are found to infringe or we reasonably believe they may infringe, we may: (i) obtain a license for your continued use; (ii) replace or modify the Services to make them non-infringing; or (iii) terminate this Agreement and refund prepaid fees for the unused portion of the term.
5.6 Mitigation of Damages. Each party agrees to use reasonable efforts to mitigate damages arising from the other party's breach of this Agreement.
5.7 Exclusive Remedy. THE REMEDIES SET FORTH IN THIS AGREEMENT ARE YOUR EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THIS AGREEMENT.
6. Third-Party Platform Integrations
6.1 Authorization Requirements. You must provide valid credentials and appropriate permissions for each integrated platform. Required permissions vary by platform but typically include read-only access to configuration data, security events, and compliance information.
6.2 Platform-Specific Requirements:
- Microsoft Platforms: Requires appropriate licenses for Microsoft 365, Azure, and security products. Admin consent may be required for certain API access.
- Google Platforms: Requires Google Workspace or Google Cloud administrative permissions and appropriate API access.
- AWS Platforms: Requires IAM roles with appropriate read permissions for Config, CloudTrail, Security Hub, and GuardDuty.
- Security Platforms: Requires valid licenses and API access for CrowdStrike, Tenable, Qualys, Rapid7, Palo Alto Networks, Cisco, Splunk, and other integrated security tools.
- Identity Platforms: Requires administrative access to Okta, Duo, and other identity management systems.
6.3 Data Access Scope. We access only configuration, security event, vulnerability, and compliance data necessary for our monitoring services. We do not access personal files, communications, or business documents unless they contain security configurations.
6.4 Platform Changes. Third-party platforms may change their APIs, permissions, or data formats. We will make reasonable efforts to maintain compatibility but are not liable for service disruptions caused by third-party changes.
7. ComplAI Agent Specific Terms
7.1 Installation Rights. ComplAI Agents may be installed through manual installation, group policy deployment, or enterprise system management tools. You must ensure appropriate user notifications and compliance with your organization's software deployment policies.
7.2 System Impact. ComplAI Agents are designed for minimal system impact (typically <1% CPU, <50MB memory). We are not liable for performance impacts from misconfiguration or deployment on unsupported systems.
7.3 Data Collection. ComplAI Agents collect security configurations, compliance settings, patch levels, installed software inventories, and security event logs. They do not access personal files or communications.
7.4 Updates. Critical security updates may be automatically installed. Feature updates require your approval unless critical for Service security.
7.5 Uninstallation. ComplAI Agents can be completely removed through standard Windows uninstall procedures. All locally cached data is deleted upon uninstallation.
8. Intellectual Property
8.1 Our IP. We retain all rights to our Services, software, algorithms, ComplAI Agent, and aggregated/anonymized data insights. No rights are granted except as expressly stated.
8.2 Your IP. You retain all rights to your configurations, policies, and business information. You grant us only the limited rights necessary to provide Services.
8.3 Third-Party IP. You are responsible for ensuring you have appropriate licenses for all integrated third-party platforms. We do not provide or warrant any third-party licenses.
8.4 Feedback. We may freely use any feedback, suggestions, or recommendations you provide without compensation or attribution.
9. Dispute Resolution and Arbitration
9.1 Customer Mandatory Arbitration. EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY DISPUTE, CONTROVERSY, OR CLAIM BROUGHT BY YOU AGAINST US ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ITS FORMATION, INTERPRETATION, BREACH, OR TERMINATION, SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES, AS MODIFIED BY THIS AGREEMENT.
9.2 Company Election of Remedies. We may, at our sole discretion, elect to: (i) pursue any claim against you through binding arbitration under the same procedures set forth herein; (ii) bring any claim against you in the state or federal courts located in Nashville, Tennessee; or (iii) seek injunctive or other equitable relief in any court of competent jurisdiction. You consent to the jurisdiction of Tennessee courts for any action we may bring against you.
9.3 Arbitration Procedures for Customer Claims.
- The arbitration shall be conducted by a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case three arbitrators shall be appointed.
- The arbitration shall take place in Nashville, Tennessee, or by video conference if both parties agree.
- The arbitrator(s) shall have substantial experience in commercial disputes, software licensing, and data protection matters.
- Discovery shall be limited to information directly relevant to the dispute and proportional to the amount in controversy.
- The arbitrator(s) shall apply the substantive law of Tennessee without regard to conflict of laws principles.
- The arbitrator(s) shall issue a written award with findings of fact and conclusions of law.
- The arbitral award shall be final and binding upon the parties and may be entered in any court of competent jurisdiction.
9.4 Customer Carve-Outs from Arbitration. The following customer disputes may be resolved in the state or federal courts located in Nashville, Tennessee, and are not subject to mandatory arbitration:
- Disputes involving amounts less than $10,000 (which may be brought in small claims court)
- Claims by customers seeking temporary, preliminary, or permanent injunctive relief against us (though we retain the right to seek such relief against you in court)
9.5 Company Rights Reserved. Nothing in this arbitration provision limits our right to:
- Seek injunctive or equitable relief in any court of competent jurisdiction
- Bring claims for intellectual property infringement or misappropriation in court
- Pursue collection actions for unpaid fees in court
- Seek emergency relief to protect our systems, data, or other customers
- Bring claims arising from your violation of acceptable use policies in court
- Exercise self-help remedies including suspension or termination of services
9.6 CLASS ACTION AND JURY TRIAL WAIVER. YOU AGREE THAT ANY ARBITRATION OR COURT PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND US INDIVIDUALLY. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO: (I) PROCEED AS PART OF A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING; (II) SEEK RELIEF ON BEHALF OF OTHERS; OR (III) CONSOLIDATE YOUR CLAIMS WITH THOSE OF OTHER PARTIES. YOU ALSO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT PROCEEDING.
9.7 Enforcement and Severability. If any portion of this arbitration provision is deemed invalid or unenforceable as to customer claims, the remainder shall remain in full force and effect, and our right to pursue court remedies shall be unaffected. If the class action waiver is deemed invalid or unenforceable, the entire arbitration provision as to customer claims shall be null and void, and customer disputes shall be resolved in the courts of Nashville, Tennessee.
9.8 Costs and Attorneys' Fees. In arbitration, each party shall bear its own costs and attorneys' fees unless the arbitrator awards fees to the prevailing party. In any court proceeding, the prevailing party may recover reasonable attorneys' fees and costs from the non-prevailing party.
9.9 Survival. This dispute resolution provision shall survive termination of this Agreement and shall be binding upon your successors and assigns.
10. Termination
10.1 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party:
- Materially breaches this Agreement and fails to cure within thirty (30) days of written notice (or immediately for breaches that cannot be cured)
- Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
- Violates applicable laws or regulations in connection with the Services
- Engages in conduct that poses a security risk to the Services or other customers
10.2 Termination for Convenience. Either party may terminate this Agreement without cause with thirty (30) days' written notice.
10.3 Immediate Termination Rights. We may terminate this Agreement immediately without notice if:
- You fail to pay any fees when due and such failure continues for fifteen (15) days after written notice
- You violate our Acceptable Use Policy
- Your use of the Services results in legal claims against us
- You attempt to reverse engineer, decompile, copy, or create derivative works of our Services or software
- You use our Services to compete with us or develop competing products
- You violate our intellectual property rights or misappropriate our proprietary information
- You breach any confidentiality obligations under this Agreement
10.4 Effect of Termination. Upon termination:
- Your access to the Services will be immediately suspended
- We will provide a thirty (30) day data export period for Customer Data (subject to payment of outstanding fees)
- All ComplAI Agents will be remotely uninstalled or disabled within forty-eight (48) hours
- Third-party platform integrations will be immediately disconnected
- Payment obligations for the current billing period and any outstanding fees remain due
- You must immediately cease using our intellectual property and return or destroy our Confidential Information
- All licenses granted to you under this Agreement will immediately terminate
10.5 Data Deletion. Following the thirty (30) day export period, we will delete all Customer Data unless legally required to retain it. You acknowledge that data deletion may be irreversible.
10.6 No Refunds. Termination does not entitle you to any refund of prepaid fees, except as required by applicable law.
10.7 Survival. Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, dispute resolution, and this survival clause shall survive termination.
11. Warranties and Disclaimers
11.1 Mutual Warranties. Each party represents and warrants that:
- It has full authority to enter into this Agreement
- Its execution and performance will not violate any other agreement or law
- This Agreement constitutes a valid and binding obligation
11.2 Service Warranties. We warrant that:
- The Services will perform substantially as described in our documentation
- We will use commercially reasonable efforts to maintain 99.9% uptime
- We will not knowingly introduce malicious code into the Services
11.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11.4 Third-Party Platforms. WE MAKE NO WARRANTIES REGARDING THIRD-PARTY PLATFORMS, THEIR AVAILABILITY, DATA ACCURACY, OR COMPATIBILITY WITH OUR SERVICES.
12. Confidentiality
12.1 Confidential Information. Each party may disclose confidential information to the other party. "Confidential Information" includes technical data, business information, and any information marked as confidential.
12.2 Obligations. Each party agrees to:
- Use confidential information solely for the purposes of this Agreement
- Protect confidential information with the same degree of care used for its own confidential information (but not less than reasonable care)
- Not disclose confidential information to third parties without prior written consent
- Return or destroy confidential information upon termination
12.3 Exceptions. Confidential information does not include information that:
- Is or becomes publicly available through no breach of this Agreement
- Is rightfully received from a third party without confidentiality obligations
- Is independently developed without use of confidential information
- Is required to be disclosed by law or regulation
13. Compliance and Security
13.1 Regulatory Compliance. You are responsible for ensuring your use of the Services complies with all applicable laws and regulations, including but not limited to:
- Data protection laws (GDPR, CCPA, HIPAA, etc.)
- Industry-specific regulations (SOX, PCI DSS, etc.)
- Export control laws and regulations
- Your organization's internal policies and procedures
13.2 Security Incident Response. In the event of a security incident affecting the Services:
- We will notify you within 24 hours of discovering the incident
- We will provide regular updates on investigation and remediation efforts
- We will cooperate with your incident response and regulatory notification requirements
- You remain responsible for notifying affected individuals and regulators as required by law
13.3 Audit Rights. Upon reasonable notice, you may audit our compliance with this Agreement and applicable data protection laws, or we may provide third-party audit reports (such as SOC 2 Type II) in lieu of direct audits.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, cyberattacks, government actions, labor disputes, or third-party platform outages, provided that the affected party uses reasonable efforts to minimize the impact and promptly notifies the other party.
15. General Provisions
15.1 Entire Agreement. This Agreement, together with any Order Forms, Privacy Policy, and Data Processing Agreement, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof, whether written or oral.
15.2 Amendments. This Agreement may only be modified by: (i) a written document signed by both parties; (ii) an electronic amendment accepted by both parties; or (iii) updated terms posted on our website with thirty (30) days' advance notice, provided that material changes to payment terms, liability, or dispute resolution require your express consent.
15.3 Assignment. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision shall be void. We may assign this Agreement to any affiliate, subsidiary, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
15.5 Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any other right, power, or privilege.
15.6 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified in your account, by email to the designated contact persons, or as otherwise provided herein. Notices shall be deemed given when delivered personally, three (3) business days after deposit in the mail, or one (1) business day after sending by email (with delivery confirmation).
15.7 Independent Contractors. The parties are independent contractors and this Agreement does not create a partnership, joint venture, employment, or agency relationship between the parties.
15.8 Force Majeure. Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, cyberattacks, government actions, labor disputes, or third-party platform outages, provided that the affected party uses reasonable efforts to minimize the impact and promptly notifies the other party.
15.9 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. For any disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Tennessee.
15.10 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, including DocuSign, Adobe Sign, or similar electronic signature services, shall be deemed valid and binding.
15.11 Survival. The following provisions shall survive termination of this Agreement: Sections 3 (Data Rights), 5 (Liability and Indemnification), 8 (Intellectual Property), 9 (Dispute Resolution), 12 (Confidentiality), and 15 (General Provisions).
15.12 Compliance with Laws. Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its performance under this Agreement.
15.13 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
16. SaaS-Specific Protections
16.1 Service Modifications. We reserve the right to modify, update, or discontinue any aspect of the Services at any time with thirty (30) days' notice, except for:
- Emergency security updates (immediate implementation)
- Legal compliance requirements (immediate implementation)
- Bug fixes and performance improvements (no notice required)
- Feature deprecations affecting core functionality (ninety (90) days' notice)
16.2 Beta Features and New Services. We may offer beta, experimental, or preview features ("Beta Features") that are provided "AS IS" without warranty. Beta Features may be discontinued at any time without notice. You acknowledge that Beta Features may contain bugs, errors, or incomplete functionality.
16.3 Customer Data Backup Responsibility. While we maintain backups for disaster recovery purposes, you are solely responsible for maintaining your own backups of Customer Data. Our backups are not guaranteed to be available for data recovery and may not be accessible to you.
16.4 Integration Dependencies. Our Services depend on third-party platforms and APIs. We are not responsible for:
- Third-party platform outages, API changes, or discontinuation
- Data loss due to third-party platform issues
- Changes in third-party platform terms or pricing
- Compatibility issues arising from third-party platform updates
16.5 Competitive Restrictions. During the term of this Agreement and for twelve (12) months thereafter, you agree not to:
- Develop, market, or distribute competing security monitoring or compliance assessment services
- Solicit our employees for employment or consulting
- Use our Services to develop competing products or services
- Share our product roadmap, pricing, or confidential information with competitors
16.6 Security Incident Limitations. In the event of a security incident:
- Our liability is limited to providing notification and reasonable cooperation
- You are responsible for your own incident response, legal notifications, and regulatory compliance
- We make no guarantee regarding the prevention of all security incidents
- You acknowledge that no system is completely secure
16.7 Performance and Availability Disclaimers. The Services are provided on an "AS AVAILABLE" basis. We do not guarantee:
- Continuous, uninterrupted, or error-free operation
- Compatibility with all third-party systems or software
- That the Services will meet your specific requirements
- That all vulnerabilities or misconfigurations will be detected
- Real-time detection or alerting for all security events
16.8 Customer Environment Responsibility. You acknowledge and agree that:
- You are responsible for the security and configuration of your own systems
- Our Services provide monitoring and recommendations, not active remediation
- You must evaluate and implement our recommendations based on your own risk assessment
- We are not responsible for the security of systems we monitor
16.9 Regulatory Compliance Limitations. While our Services may assist with compliance efforts:
- We do not guarantee compliance with any specific regulations or standards
- You are solely responsible for achieving and maintaining compliance
- Our compliance reports and assessments are informational only
- You must conduct your own compliance validation and audits
16.10 API and Integration Limits. Our APIs and integrations are subject to:
- Rate limiting and usage restrictions
- Deprecation with reasonable notice
- Changes in functionality, parameters, or data formats
- Temporary unavailability for maintenance or updates
17. Export Control and Sanctions
17.1 Export Compliance. You acknowledge that the Services and related technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export control laws and will not export, re-export, or transfer the Services to prohibited countries, entities, or individuals.
17.2 Sanctions Compliance. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. sanctions, and that you are not on any U.S. government list of prohibited or restricted parties.
18. Publicity and Marketing
18.1 Customer Reference. You grant us the right to use your company name and logo in our customer lists, marketing materials, and case studies, unless you provide written notice opting out of such use.
18.2 Case Studies. We may request to create case studies about your use of our Services. Your participation is voluntary, but if you agree, you grant us the right to use the case study in our marketing efforts.
19. Electronic Signatures and Records
You agree that electronic signatures, contracts, orders, and other records, and deliveries of copies thereof, shall be as effective, enforceable, and valid as if manually signed and delivered. This Agreement may be executed electronically and in counterparts.
BY CLICKING "I AGREE," "ACCEPT," OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.
These Terms of Service are effective as of the date listed above and govern your use of the Services provided by ComplAI Solutions, LLLP.